SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NELLEY JOHN W JR

(Last)

(First)

(Middle)

782 MELROSE AVENUE

(Street)

NASHVILLE,

37211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUKE REALTY CORP [ DRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Dir., Nashville Oper.

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2006		M		1,976	A	$22.6799	155,528	D
Common Stock	02/06/2006		M		2,272	A	$24.2632	158,963⁽¹⁾	D
Common Stock								3,470⁽²⁾	I	By Spouse
Common Stock								5,162⁽³⁾	I	By 401(K) Plan - A
Common Stock								2,118⁽⁴⁾	I	By 401(K) Plan - B
Common Stock								884	I	By NWI XV, L.P.⁽⁵⁾
Common Stock								44,629	I	By NWI Warehouse Group NV, L.P.⁽⁶⁾
Common Stock								706⁽⁷⁾	I	By Nelley Holdings, L.P.⁽⁸⁾
Common Stock								2,670⁽⁹⁾	I	By NWI X, L.P.⁽¹⁰⁾
Common Stock								28⁽¹¹⁾	I	By NWI XX, L.P.⁽¹²⁾
Common Stock								2,130⁽¹³⁾	I	By Pine Tree Corporation⁽¹⁴⁾
Common Stock								16,099⁽¹⁵⁾	I	By the Revocable Inter-Vivos Trust for Mary Lindsay Polk Stone⁽¹⁶⁾
Common Stock								5,800	I	By the 1987 E.H.W., Jr. Family Trust⁽¹⁷⁾
Common Stock								2,375	I	By the Jack Denton Graham Family Trust⁽¹⁸⁾
Common Stock								1,298⁽¹⁹⁾	I	By the Andrew Dale Harris Trust⁽²⁰⁾
Common Stock								5,298⁽²¹⁾	I	By the Holcomb Family Trust⁽²²⁾
Common Stock								515⁽²³⁾	I	By the J. Canale Harris Trust⁽²⁴⁾
Common Stock								4,638⁽²⁵⁾	I	By the Janice Shapard Oden Trust⁽²⁶⁾
Common Stock								11,513⁽²⁷⁾	I	By the Provo Family Trust⁽²⁸⁾
Common Stock								2,251⁽²⁹⁾	I	By the VanderNaillen Trust⁽³⁰⁾
Common Stock	12/27/2005		W	V	960	D	$0	0	I	By the Estate of Charles Corbin, Jr.⁽³¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of Duke Realty Limited Partnership	⁽³²⁾							07/02/1999	⁽³²⁾	Common Stock	785,704		785,704	I	By NWI Warehouse Group NV, L.P.⁽³³⁾
Employee Stock Options-Right to Buy	$19.4876							⁽³⁴⁾	01/29/2009	Common Stock	56,801		56,801	D
Employee Stock Options-Right to Buy	$24.2632	02/06/2006		M			2,272	⁽³⁵⁾	01/31/2011	Common Stock	2,272	$24.2632	1,705	D
Employee Stock Options-Right to Buy	$22.6799	02/06/2006		M			1,976	⁽³⁶⁾	01/30/2012	Common Stock	1,976	$22.6799	9,168	D
Employee Stock Options-Right to Buy	$24.6905							⁽³⁷⁾	02/19/2013	Common Stock	13,609		13,609	D
Employee Stock Options-Right to Buy	$31.5771							⁽³⁸⁾	01/28/2014	Common Stock	10,645		10,645	D
Employee Stock Options-Right to Buy	$31.4022							⁽³⁹⁾	02/10/2015	Common Stock	16,541		16,541	D
Phantom Stock Units	⁽⁴⁰⁾							⁽⁴⁰⁾	⁽⁴⁰⁾	Common Stock	6,601		6,601⁽⁴⁰⁾	D
Phantom Stock Units	⁽⁴¹⁾							⁽⁴¹⁾	⁽⁴¹⁾	Common Stock	10,463		10,463⁽⁴¹⁾	D

Explanation of Responses:

1. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 994 shares of the Company's common stock through dividend reinvestment and 169 shares through the Company's Employee Stock Purchase Plan.

2. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 146 shares of the Company's common stock through dividend reinvestment.

3. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 321 shares of DRE's common stock under the Company's 401(k) plan.

4. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 90 shares of the Company's common stock through dividend reinvestment.

5. Represents the Reporting Person's beneficial ownership of Shares owned by NWI XV, L.P. ("NWIXV"). In total, NWIXV owns 2,600 shares.

6. Represents the Reporting Person's beneficial ownership of Shares owned by NWI Warehouse Group NV, L.P. ("NWI"). In total, NWI owns 200,000 Shares.

7. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 29 shares of the Company's common stock through dividend reinvestment.

8. Represents the Reporting Person's beneficial ownership of Shares owned by Nelley Holdings, L.P. ("NHLP"). In total, NHLP owns 4,238 Shares.

9. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 113 shares of the Company's common stock through dividend reinvestment.

10. Represents the Reporting Person's beneficial ownership of Shares owned by NWI X, L.P. ("NWIX"). In total, NWIX owns 6,676 Shares.

11. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 1 share of the Company's common stock through dividend reinvestment.

12. Represents the Reporting Person's beneficial ownership of Shares owned by NWI XX, L.P. ("NWIXX"). In total, NWIXX owns 7,100 Shares.

13. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 91 shares of the Company's common stock through dividend reinvestment.

14. Represents the Reporting Person's beneficial ownership of Shares owned by Pine Tree Corporation ("PTC"). In total, PTC owns 7,100 shares.

15. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 319 shares of the Company's common stock through dividend reinvestment.

16. By John W. Nelley, Jr., as Co-Trustee for the Revocable Inter-Vivos Trust for Mary Lindsay Polk Stone. The Reporting Person disclaims any beneficial interest in these shares.

17. By John W. Nelley, Jr., as Trustee for the 1987 E.H.W., Jr., Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

18. By John W. Nelley, Jr., as Trustee for the Jack Denton Graham Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

19. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 55 shares of the Company's common stock through dividend reinvestment.

20. By John W. Nelley, Jr., as Trustee for the Andrew Dale Harris Trust. The Reporting Person disclaims any beneficial interest in these shares.

21. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 224 shares of the Company's common stock through dividend reinvestment.

22. By John W. Nelley, Jr., as Trustee for the Holcomb Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

23. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 15 shares of the Company's common stock through dividend reinvestment.

24. By John W. Nelley, Jr., as Trustee for the J. Canale Harris Trust Trust. The Reporting Person disclaims any beneficial interest in these shares.

25. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 138 shares of the Company's common stock through dividend reinvestment.

26. By John W. Nelley, Jr., as Trustee for the Janice Shapard Oden Trust. The Reporting Person disclaims any beneficial interest in these shares.

27. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 489 shares of the Company's common stock through dividend reinvestment.

28. By John W. Nelley, Jr., as Trustee for the Provo Family Trust. The Reporting Person disclaims any beneficial interest in these shares.

29. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 95 shares of the Company's common stock through dividend reinvestment.

30. By John W. Nelley, Jr., as Trustee for the VanderNaillen Trust. The Reporting Person disclaims any beneficial interest in these shares.

31. By John W. Nelley, Jr., as Trustee for the Estate of Charles Corbin, Jr. The Reporting Person disclaims any beneficial interest in these shares. This transaction represents distribution of estate assets to the beneficiaries.

32. Units of Duke Realty Limited Partnership are convertible on a one to one basis to the Company's common stock and have no expiration date.

33. Represents the Reporting Person's beneficial ownership of Units owned by NWI Warehouse Group NV, L.P. ("NWI"). In total, NWI owns 3,521,050 Units.

34. The Stock Options vested annually at a rate of 33.33% per year and were fully vested on 1/21/02.

35. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/31/06.

36. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/30/07.

37. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/19/08.

38. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 1/28/09.

39. The Stock Options vest annually at a rate of 20% per year and will be fully vested on 2/10/10.

40. Represents phantom stock units accrued under the Weeks Corporation 1998 Deferred Compensation Plan. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 282 shares of the Company's common stock through dividend reinvestment.The units are valued on a one to one basis to the Company's common stock and are to be settled in cash upon the Reporting Person termination of employment.

41. Represents phantom stock units accrued under the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership. Between November 16, 2005 and February 6, 2006, the Reporting Person acquired 443 shares of the Company's common stock through dividend reinvestment.The units are valued on a one to one basis to the Company's common stock and are to be settled in cash upon the Reporting Person termination of employment.

Remarks:

	Valerie J. Steffen for John W. Nelley, Jr. per POA previously filed	02/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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